Kodak 2011 Annual Report Download - page 219

The Company and each of its Subsidiaries has good and marketable fee simple title to or valid leasehold interests in all of the real property owned or leased
by the Company or such Subsidiary and good title to all of their personal property, except where the failure to hold such title or leasehold interests,
individually or in the aggregate is not reasonably expected to have a Material Adverse Effect. The Company and its Subsidiaries enjoy peaceful and
undisturbed possession under all of their respective leases except where the failure to enjoy such peaceful and undisturbed possession, individually or in the
aggregate, is not reasonably expected to have a Material Adverse Effect. As of the Effective Date, each Material Real Property is set forth on Schedule 4.01
(m) .
(m) All factual information, taken as a whole, furnished by or on behalf of the Company and its Subsidiaries, taken as a whole, in
writing to the Agent, the Collateral Agent, the Arranger or any Lender on or prior to the Effective Date, for purposes of this Agreement and all other such
factual information taken as a whole, furnished by the Company on behalf of itself and its Subsidiaries, taken as a whole, in writing to the Agent, the
Collateral Agent, the Arranger or any Lender pursuant to the terms of this Agreement will be, true and accurate in all material respects on the date as of
which such information is dated or furnished and not incomplete by knowingly omitting to state any material fact necessary to make such information,
taken as a whole, not misleading at such time, provided , however , that with respect to any projected financial information or forward-looking statements,
the Company represents only that such information was prepared in good faith based upon assumptions, and subject to such qualifications, believed to be
reasonable at the time.
(n) (i) Subject to the entry of the Orders and (in the case of this clause (i) ) to the paragraph following Section 3.01(d)(vi) , all filings
and other actions necessary to perfect and protect the security interest in the Collateral created (or to be created) under the Collateral Documents to ensure
that such security interest remains in full force and effect have been taken, (ii) the Collateral Documents, when executed and delivered (and at all times
thereafter), create in favor of the Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions, perfected security
interest in (x) the Collateral of the US Loan Parties having the priority set forth in the Orders, the US Security Agreement and the Intercreditor Agreement
and (y) the Collateral of the Canadian Loan Parties having the priority set forth in the Canadian Security Agreement, securing the payment of the Secured
Obligations (as defined in each Security Agreement), and (iii) except to the extent that a longer period within which to take such actions has been provided
for pursuant to the paragraph following Section 3.01(d)(vi) (and only to such extent), all filings and other actions necessary to perfect and protect such
security interest have been duly taken. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the liens
and security interests created or permitted under the Loan Documents and the Orders.
(o) Except to the extent resulting from any Digital Imaging Patent Portfolio Disposition or IP Settlement Agreement following the
Petition Date to a Person that is not the Company or any Subsidiary thereof, all or substantially all of the value ascribed in the DPP Appraisal to the Digital
Imaging Patent Portfolio is attributable to assets or properties that are (x) owned by US Loan Parties and (y) subject to Liens (including pursuant to the
Orders) in favor of the Agent for the benefit of the US Secured Parties.
(p) (i) Set forth on Part A of Schedule II hereto is a complete and accurate list of all direct and indirect Subsidiaries of the Company
that are organized under the laws of a state of the United States of America, (ii) set forth on Part B of Schedule II
hereto is a complete and accurate list of all
direct and indirect Subsidiaries of Kodak Canada that are organized under the laws of Canada or a province or territory thereof and (iii) set forth on Part C
of Schedule II hereto is a complete and accurate list of all direct Material Subsidiaries of each Borrower, showing, in each case, as of the Effective Date (as
to each such Subsidiary) the jurisdiction of its formation, the number of shares, membership interests or
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